Commerzbank AG / Key word(s): Capital Increase
THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT BEING ISSUED AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA.
- High demand for new shares - 99.7 % of subscription rights exercised
- Common Equity Tier 1 ratio under full application of Basel 3 increases from 7.5 % as of the end of the first quarter of 2013 to pro forma 8.4 %
- Blessing: 'We would like to thank all our existing and new shareholders for their support'
Commerzbank has successfully concluded the capital increase for the full and early repayment of the silent participations of the Financial Market Stabilisation Fund (SoFFin) and Allianz. As planned, a gross total of approximately EUR 2.5 billion was raised during the subscription period. This sum is to be used to redeem the silent participations of SoFFin amounting to approximately EUR 1.6 billion and of Allianz totalling EUR 750 million. The Bank is thereby undertaking an early repayment of all those elements of the state support which it itself can redeem. At the same time, as announced, SoFFin has reduced its stake in the Bank from 25 % to approximately 17 % in the course of the transaction. The successful conclusion of the capital increase marks the beginning of the end of the Federal Republic's engagement in Commerzbank.
In the course of the capital increase with subscription rights, Commerzbank issued from May 15, 2013 to May 28, 2013 a total of 555,555,556 new shares, fully entitled to dividends as of January 1, 2013. The subscription price was EUR 4.50 per share. 99.7 % of the subscription rights were exercised. The 1,678,801 new shares not subscribed, as well as the share fraction of 363,761 new shares for which subscription rights were excluded, were sold in the market.
'We would like to thank all our existing and new shareholders for their support in the course of the capital increase. As a result, we are in a position to redeem the silent participations of SoFFin and Allianz in full and much earlier than planned. Furthermore, we are improving the capital structure of the Bank considerably,' said Martin Blessing, Chairman of the Board of Managing Directors of Commerzbank.
In the wake of the financial crisis, the Federal Republic of Germany supported Commerzbank in two stages in 2008 and 2009 with silent participations totalling EUR 16.4 billion. The Bank had already redeemed EUR 14.3 billion thereof in 2011 - plus a one-off payment of just over EUR 1.0 billion. With the upcoming repayment of the remaining sum, the silent participations will be redeemed in full. Consequently, SoFFin's engagement in Commerzbank in the future will only consist of its shareholding. With the transaction Commerzbank is preparing for the introduction of the stricter equity capital regulations under Basel 3. As a result of the transaction, the Common Equity Tier 1 ratio of the Bank in effect under the full application of Basel 3 is increasing from 7.5 % as of the end of the first quarter of 2013 to 8.4 % (pro forma as of the end of the first quarter of 2013). Commerzbank has thus moved considerably closer to its goal of achieving a Common Equity Tier 1 ratio of 9 % by the end of 2014 under full application of Basel 3.
This press release does not constitute an offer to sell securities, or a solicitation of an offer to buy securities, in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities of COMMERZBANK Aktiengesellschaft described herein have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. COMMERZBANK Aktiengesellschaft does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.
This press release is for information purposes only and does not constitute an offer document or an offer of transferable securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. ('FSMA') applies and should not be considered as a recommendation that any person should subscribe for or purchase any of the Securities. The Securities will not be offered or sold to any person in the U.K. except in circumstances which have not resulted and will not result in an offer to the public in the U.K. in contravention of section 85(1) of FSMA.
The communication of this document is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
This press release is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This document is being communicated only at (I) persons who are outside the United Kingdom (II) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order') or (III) high net worth companies and other persons within the categories described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'Relevant Persons').
Any person who is not a Relevant Person should not act or rely on this document or any of its contents. The Securities are available only to, and any invitation, offer or agreement to purchase will be engaged in only with Relevant Persons. Persons in possession of this document are required to inform themselves of any relevant restrictions. No part of this document should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of COMMERZBANK Aktiengesellschaft.
This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. In this release, these statements concern the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of Commerzbank as well as expected future financial results, restructuring costs and other financial developments and information. These forward-looking statements are based on the management's current expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Such factors include the conditions in the financial markets in Germany, in Poland, elsewhere in Europe and other regions from which Commerzbank derives a substantial portion of its revenues and in which Commerzbank holds a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of Commerzbank's strategic initiatives, the reliability of Commerzbank's risk management policies, procedures and methods, and other risks. Forward-looking statements therefore speak only as of the date they are made. Commerzbank has no obligation to periodically update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release.
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